House of Doge to list on Nasdaq via Brag House Holdings merger

House of Doge has entered into a definitive merger agreement with Brag House Holdings (TBH). Pursuant to the terms of the agreement, Brag House will acquire House of Doge in a reverse takeover transaction. The proposed merger, which has been unanimously approved by both Boards of Directors, will advance mainstream Dogecoin adoption and institutionalize Dogecoin’s utility. Transaction Highlights: Merger establishes a publicly traded platform for the Dogecoin ecosystem, uniting two aligned entities at the intersection of digital finance, gaming, and cryptocurrency to create value for institutional and retail investors alike while supporting the broader Dogecoin community. The combined entity will generate recurring, and diversified revenue through integrated advanced payment infrastructure, Dogecoin-denominated merchant services, proprietary data insights, licensing, and treasury activities at a global scale, and will hold a significant amount of Dogecoin within its framework. Drives a regulated, yield-producing Dogecoin economy via new financial products through House of Doge’s partnerships with 21Shares, Robinhood (HOOD), and CleanCore Solutions (ZONE), and strategic alliances that transform Dogecoin into a globally accessible, institutional-grade asset. Unites Brag House’s Gen Z community engine with Dogecoin-a top global cryptocurrency with crypto’s most loyal community-to drive the next wave of digital currency adoption. Implements robust corporate governance with House of Doge CEO Marco Margiotta appointed as CEO of the combined entity and a Board of Directors to be composed primarily of House of Doge appointees, ensuring leadership continuity and strategic alignment, with Brag House CEO Lavell Juan Malloy II continuing as a director. Aligns two cohesive communities-Gen Z, with an estimated annual spending power of more than $350B, and the crypto economy-for extensive cultural reach, adoption, and scalability in mainstream digital currency utility. Enables scalable, revenue-driven, high-impact engagement through branded college sports activations and proprietary digital SaaS solutions, designed to expand market reach and deliver long-term shareholder value. Following the closing of the merger, Brag House will continue to operate as an autonomous vertical serving as the first institutional entry point for Dogecoin acceptance in the college ecosystem. The proposed transaction marks a defining moment in Dogecoin’s evolution, building on Dogecoin’s community-driven origins and uniting its grassroots energy with institutional innovation to create a scalable, transparent financial ecosystem. House of Doge, through its partnership with the Dogecoin Foundation, is bridging the gap between crypto and capital markets, developing regulated products, partnerships, and yield opportunities that position Dogecoin as a true financial asset. Currently backed by more than $50M in investment capital and over 837M Dogecoin within the House of Doge framework, House of Doge is building the foundation for a scalable, transparent, and yield-producing Dogecoin economy designed for both institutional investors and the global Dogecoin community. Brag House received an independent fairness opinion, which concluded that the proposed merger represents fair value to the Company’s shareholders. The proposed transaction is subject to customary closing conditions and the approval of Brag House shareholders. Upon closing of the merger, Brag House is expected to issue approximately 594,000,000 shares of common stock, along with certain other securities convertible into approximately 69,250,176. The majority of new shares will be issued to current common stockholders of House of Doge. As a result, House of Doge will become the majority shareholder of the Company. Brag House’s current shareholders will retain ownership of the remaining equity. Completion of the proposed transaction is expected early in 2026.